SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on March 13, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Palmer Square Capital BDC Inc.
(Name of Issuer) |
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Common Stock, par value $0.001 per share
(Title of Class of Securities) |
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69702V107
(CUSIP Number) |
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03/12/2025
(Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 69702V107 |
| 1 | Names of Reporting Persons
1248 Holdings, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MISSOURI
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,562,897.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.8 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: 1248 Holdings, LLC ("1248 Holdings")
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SCHEDULE 13G
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| CUSIP No. | 69702V107 |
| 1 | Names of Reporting Persons
BFFV, LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
KANSAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,391,878.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.28 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: BFFV, LLC ("BFFV")
EXPLANATORY NOTE
This Amendment No.1 to Schedule 13G is being filed solely to reflect an internal transfer of shares from BFFV19, LLC to BFFV, LLC. There has been no change in beneficial ownership, control, or percentage of shares held. All other information remains unchanged from the most recent filing.
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SCHEDULE 13G
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| CUSIP No. | 69702V107 |
| 1 | Names of Reporting Persons
Martin Christopher Bicknell
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,954,715.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.08 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: Martin Christopher Bicknell (Mr. Bicknell)
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Palmer Square Capital BDC Inc.
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| (b) | Address of issuer's principal executive offices:
1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205
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| Item 2. | ||
| (a) | Name of person filing:
1248 Holdings, LLC ("1248 Holdings")
BFFV, LLC ("BFFV")
Martin Christopher Bicknell (Mr. Bicknell)
1,562,897 shares are owned directly by 1248 Holdings. 1,391,818 shares are owned directly by BFFV. Mr. Bicknell is the Elected Manager of each of the entities that collectively own all of the outstanding membership interests of BFFV and has sole voting and dispositive power over the shares owned by 1248 Holdings, and thus, Mr. Bicknell may be deemed to be an indirect beneficial owner of the shares owned by each of BFFV and 1248 Holdings.
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| (b) | Address or principal business office or, if none, residence:
The address of the principal offices of 1248 Holdings and the business address of Mr. Bicknell is 4622 Pennsylvania Ave, Ste 600 Kansas City, MO 64112. The principal office of BFFV is 5700 W. 112th St. Ste 500, Overland Park, KS 66211.
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| (c) | Citizenship:
1248 Holdings is a Missouri limited liability company.
BFFV is a Kanas limited liability company.
Mr. Bicknell is a U.S. citizen.
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| (d) | Title of class of securities:
Common Stock, par value $0.001 per share
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| (e) | CUSIP No.:
69702V107
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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| (k) |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Based on Palmer Square Capital BDC Inc.'s Form 10-Q for the quarter ending March 31,2024, there were 32,552,794 shares of common stock issued and outstanding as of February 28, 2024:
1,562,897 shares deemed beneficially owned by 1248 Holdings
1,391,878 shares deemed beneficially owned by BFFV
2,954,715 shares deemed beneficially owned by Mr. Bicknell
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| (b) | Percent of class:
4.8% deemed beneficially owned by 1248 Holdings
4.28% deemed shares directly owned by BFFV
9.08% of shares deemed beneficially owned by Mr. Bicknell %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1248 Holdings - 0
BFFV - 0
Mr. Bicknell - 0
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| (ii) Shared power to vote or to direct the vote:
1248 Holdings - 1,562,897
BFFV - 1,391,878
Mr. Bicknell - 2,954,715
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| (iii) Sole power to dispose or to direct the disposition of:
1248 Holdings - 0
BFFV - 0
Mr. Bicknell - 0
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| (iv) Shared power to dispose or to direct the disposition of:
1248 Holdings - 1,562,897
BFFV - 1,391,878
Mr. Bicknell - 2,954,715
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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